TERMS AND CONDITIONS OF CARS.COM, LLC

Applicability and Scope.
1. These Terms and Conditions (these “Terms”) govern the provision of products and services by Cars.com, LLC, a Delaware limited liability company (“Cars.com”) to the dealership customer (“Customer”) stated on the accompanying Order (as defined below) signed or executed by the Customer.
2. From time to time, Cars.com and Customer may execute one or more order forms (each, an “Order”) that will be accepted by the parties. As applicable, each Order will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the contract terms and agreed upon fees.
3. Acceptance of the Order and these Terms will be deemed the earlier of (i) date of written approval of the Order by Cars.com and the Customer, or (ii) the display of the first Ad (as defined below) impression by Cars.com, unless otherwise agreed on the Order, Notwithstanding the foregoing, modifications to the originally submitted Order will not be binding unless approved in writing by both Cars.com and the Customer.
4. The Order, these Terms, all Policies (as defined in Section 8) and any exhibits, schedules or addenda (collectively, this “Agreement”) comprise the entire agreement between Cars.com and the Customer (each, a “Party” and collectively, the “Parties”), and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. To the extent a term of the Order conflicts with these Terms, the term in the Order shall control.
5. These Terms prevail over any of Customer’s general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision or performance of Deliverables (defined below) to the Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. This Agreement may be amended only by a written document signed by both parties to this Agreement.
6. These Terms may be changed at any time by Cars.com and Customer will be notified of any such changes by an update of the new Terms posted on Cars.com’s website. Customer’s continued use of the services, products, and Deliverables after the posting of any amended Terms shall constitute Customer’s agreement to be bound by any such changes. Cars.com may modify, suspend, discontinue or restrict the use of any portion of this website without notice or liability.
7. ALL CLAIMS ARISING UNDER THIS AGREEMENT MUST BE SETTLED BY ARBITRATION AS SET FORTH BELOW.
Cars.com Specific Terms.
1. Definitions.
  1. “Ad” means any advertisement provided by Cars.com to a Customer.
  2. “Advertising Materials” means artwork, copy, or active URLs for Ads.
  3. “Ad Policies” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Cars.com’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.
2. “Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
  1. “Applicable Law” means, with respect to any person or entity, all laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person or entity and his, her or its business, including but not limited to dealer licensing laws; FTC laws and regulations; laws and regulations relating to false or deceptive advertising; laws and regulations relating to motor vehicle advertising; the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, as amended; Canada’s Anti-Spam Legislation, as amended; the Telephone Consumer Protection Act, as amended; the Gramm-Leach-Bliley Act, as amended, the Fair Credit Reporting Act, as amended; laws and regulations related to automotive finance and sweepstakes or other promotions and all laws and regulations applicable to the processing of User Data under the Agreement, including but not limited to the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., and all amendments thereto, including the California Privacy Rights Act of 2020, and any implementing regulations or guidance issued by the Attorney General of California.
  2. “Cars.com Properties (or “Properties”)” are websites specified on an Order that are owned, operated, or controlled by Cars.com or its Affiliates.
  3. “Consumer” means a individual who visits the Sites
  4. “CRM” means a Customer’s customer relationship management system used to receive Consumer Leads.
  5. “Consumer Leads” means any information submitted by a Consumer containing a Consumer’s personal information anywhere on the Site.
  6. “CPA Deliverables” means Deliverables sold on a cost per acquisition basis.
  7. “CPC Deliverables” means Deliverables sold on a cost per click basis.
  8. “CPL Deliverables” means Deliverables sold on a cost per lead basis.
  9. “CPM Deliverables” means Deliverables sold on a cost per thousand impression basis.
  10. “CPV Deliverables” means Deliverables sold on a cost per view basis.
  11. “Deliverable(s)” means any product or service (including any deliverables related thereto) identified in the Order or that Cars.com otherwise provides to Customer, including leads generation, inventory listing, media impressions, clicks, or other desired services.
  12. “DMS” means Customer’s dealer management system, if applicable.
  13. “DMS Data” means personally identifiable financial information supplied by Customer’s DMS provider on behalf of the Customer and not otherwise collected by or supplied to Cars.com.
  14. “DSP” means Demand Side Platforms, which includes but is not limited to, The Trade Desk or DV360, which are used to serve ads on numerous platforms.
  15. “IMS” means a Customer’s inventory management system.
  16. “Inventory Listing” means Customer vehicle listings on the Sites which require access to Customer DMS.
  17. “Leads Delivery” means the provision of organic Consumer Leads to a Customer as generated on a Customer Inventory Listing on the Site.
  18. “Network Properties” means websites specified on an Order that are not owned, operated, or controlled by Cars.com, but on which Cars.com has a contractual right to serve Ads including DSP(s).
  19. “Policies” means all policies, notices, and/or other documentation provided by Cars.com to the Customer from time to time, including but not limited to any and all Ad Policies.
  20. “Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.
  21. “Sites” means each Cars Properties, Network Properties, any natural evolution of applicable URLs, and any mobile, private-labeled, co-branded or other versions of such Sites, and any other websites operated by or on behalf of Cars.com, regardless of URL.
  22. “Third Party” means an entity or person that is not a party to an Order.
  23. “Third Party Ad Server” means a Third Party that will serve and/or track Ads.
3. Inventory Listing – Customer authorizes Cars.com to use third party aggregators services to provide inventory listing services to Customer. Use of such third party aggregators may require Cars.com to access Customer’s vehicle inventory data via i) Third Party IMS or ii) DMS provider. Cars.com may also utilize an application programming interface (API) connection to directly access Customer’s inventory listings to provide Deliverables. Cars.com is not responsible for any inaccuracies, mistakes or omissions that may result from the use of such third party aggregators. Customer must abide by all applicable Policies and Applicable Law governing vehicle advertising requirements. Provision of the Inventory Listing is subject to the limitations in Section 6(b).
  1. CARS.COM DOES NOT REPRESENT OR WARRANT THAT AUTOCORRECTED OR ANY LISTINGS WILL BE FREE OF ERRORS. CUSTOMER WAIVES ANY AND ALL CLAIMS AGAINST CARS.COM, WHETHER DIRECT OR THIRD-PARTY, RELATED TO AUTOCORRECTED AND/OR ITS ACCURACY OR ERRORS CONTAINED THEREIN OR CAUSED THEREBY. IN NO EVENT WILL CARS.COM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO AUTOCORRECTED OR THE AUTOCORRECTED OPT-IN, INCLUDING LOST PROFITS, FINES, OR REGULATORY PENALTIES, EVEN IF SUCH DAMAGES ARE FORESEEABLE. Customer will hold harmless Cars.com and its respective member(s), parent(s), subsidiaries, directors, officers, employees, agents, and vendors, and defend and indemnify the same from and against any and all claims, demands, damages, liabilities, costs and/or expenses, including reasonable attorneys’ fees, arising out of or related to Customer’s use of the Inventory Listing services.
4. Leads Delivery
  1. Cars.com shall transmit Consumer Leads to Customer either through i) an electronic file to a location designated by Customer, ii) directly to Customer’s CRM, or iii) directly to Customer’s DMS system. If Cars.com directly transmits Consumer Leads to a Customer’s CRM and/or DMS system, Customer authorizes and grants Cars.com limited and necessary access to the Customer CRM and/or DMS system to allow Cars.com to pull Consumer Leads status and perform necessary updates as needed.
  2. Provision of the Leads Delivery is subject to the limitations in Section 6(b).
5. Ad Placement Positioning.
  1. Compliance with Order. Cars.com will comply with the Order will create a reasonably balanced delivery schedule. Cars.com will have sole discretion for purchases of ad inventory, will choose all third-party vendors/publishers, contract directly with such third parties, and will control the timing of all ads.
  2. Technical Specifications. Cars.com will submit or otherwise make electronically accessible to Customer final technical specifications within a reasonable timeframe to Customer. If a Customer requests any edits to a final technical specification, Customer agrees to pay all costs and fees associated with implementing the requested edits.
  3. Editorial Adjacencies. Cars.com will use commercially reasonable efforts to comply with editorial adjacency guidelines with respect to Ads that appear on Cars.com Properties, although Cars.com will at all times retain editorial control over the Cars.com Properties. Customer will promptly notify Cars.com in writing of any Ads that violate applicable editorial adjacency guidelines. Should Ads violate any editorial adjacency guidelines, Customer’s sole and exclusive remedy is to request in writing that Cars.com remove the Ads and provide makegoods or, if no makegood can be agreed upon, issue a credit to Customer equal to the value of such Ads, or not bill Customer for such Ads. In cases where a makegood and a credit can be shown to be commercially infeasible for the Customer, Customer and Cars.com will negotiate an alternate solution. After Customer notifies Cars.com that specific Ads are in violation of editorial adjacency guidelines, Cars.com will make commercially reasonable efforts to correct such violation. If such correction materially and adversely impacts such Order, Customer and Cars.com will negotiate in good faith mutually agreed changes to such Order to address such impacts. Notwithstanding the foregoing, Customer acknowledges and agrees that it will not be entitled to any remedy for any violation of any editorial adjacency guidelines resulting from: (i) Ads placed at locations other than the Cars.com Properties, or (ii) Ads displayed on properties that Customer is aware, or should be aware, may contain content in potential violation of any editorial adjacency guidelines. For any page on the Site that primarily consists of user-generated content, the preceding paragraph will not apply. Instead, Cars.com will make commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates the Site’s terms of use. Customer’s sole remedy for Cars.com’s breach of such obligation will be to submit written complaints to Cars.com, which will review such complaints and remove user-generated content that Cars.com, in its sole discretion, determines is objectionable or in violation of such Site’s terms of use.
6. Reporting.
  1. Cars.com will provide confirmation to Customer, either electronically or in writing, stating whether the components of the Order have begun delivery.
  2. Where Cars.com is serving the campaign, Cars.com will make reporting available at an agreed upon regular cadence, either electronically or in writing, unless otherwise specified on the Order.
7. Makegoods for Ad Placement Services.
  1. Makegood Procedure. If actual Deliverables for any campaign fall below guaranteed levels, as set forth on the Order, and/or if there is an omission of any Ad (placement or creative unit), Customer and Cars.com will use commercially reasonable efforts to agree upon the conditions of a makegood flight, either on the Order or at the time of the shortfall. If no makegood can be agreed upon, Customer may execute a credit equal to the value of the under-delivered portion of the Order for which it was charged. If Customer has made a cash prepayment to Cars.com, specifically for the campaign Order for which under-delivery applies, then, if Customer and/or Customer is reasonably current on all amounts owed to Cars.com under any other agreement for such Customer, Customer may elect to receive a refund for the under-delivery equal to the difference between the applicable prepayment and the value of the delivered portion of the campaign. In no event will Cars.com provide a makegood or extend any Ad beyond the period set forth on the Order without the prior written consent of Customer.
  2. Unguaranteed Deliverables. If an Order contains CPA Deliverables, CPM Deliverables, CPV Deliverables, CPL Deliverables, or CPC Deliverables, the predictability, forecasting, and conversions for such Deliverables may vary and guaranteed delivery, even delivery, and makegoods are not available.
  3. Customer understand and acknowledge that makegoods will not be offered for Listing Services and Inventory Listings, unless otherwise specified in an Order.
8. Bonus Impressions.
  1. No Third Party Ad Server. Where Customer does not use a Third-Party Ad Server, Cars.com may bonus as many ad units as Cars.com chooses unless otherwise indicated on the Order. Customer will not be charged by Cars.com for any additional Deliverables above any level guaranteed on the Order.
9. Ad Materials.
  1. Submission. As applicable, Customer will submit any Advertising Materials in accordance with Cars.com’s then-existing Policies.
  2. Ownership. Customer warrants and represents that Customer obtained all necessary and appropriate releases, licenses, consents, and the like for use of any Customer provided Advertising Materials to Cars.com for use in connection with the Cars.com services. Customer further represents and warrants that the use of Customer provided Advertising Materials on and in connection with the services will not misappropriate, infringe or otherwise violate any intellectual property or any other proprietary rights of any third party and the use thereof will not constitute false advertising, any other unfair business practice, or defame, disparage or violate the rights of publicity or privacy of any person. Customer further represents and warrants that any Customer provided Advertising Material utilized or uploaded by an agency on behalf of Customer also has all the necessary and appropriate releases, licenses, consents, and the like for the reasonably anticipated and intended use of the Customer provided Advertising Material on and in connection with the services.
  3. Late Creative. If Advertising Materials are not received by the Order start date, Cars.com is not required to guarantee full delivery of the Order.
  4. Compliance. Cars.com reserves the right within its discretion to reject or remove from the Sites any Ads for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the website to which the Ad is linked do not comply with its Policies, or that in Cars.com’s sole reasonable judgment, do not comply with any Applicable Law, regulation, or other judicial or administrative order. In addition, Cars.com reserves the right within its discretion to reject or remove from the Sites any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon Cars.com or any of its Affiliates.
  5. Damaged Creative. If Advertising Materials provided by Customer are damaged, not to Cars.com’s specifications, or otherwise unacceptable, Cars.com will use commercially reasonable efforts to notify Customer of its receipt of such Advertising Materials. Cars.com will have no obligation to use damaged creatives.
  6. Modification. Cars.com may edit or modify the submitted Ads, including, but not limited to, resizing the Ad or editing for timing, without Customer’s approval and as Cars.com deems reasonably necessary.
  7. Ad Tags. When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects.
  8. Trademark Usage. Cars.com may mention Customer and the relationship between Cars.com and Customer in Cars.com’s marketing collateral, website, and other promotional and marketing materials.
10. Ad Serving and Tracking. Ad Serving and Tracking. Cars.com will track delivery of its Ad serving through its ad server, which may include a Third Party Ad Server operated by Cars.com. Cars.com tracking of Ad serving will be the only tracking used for determining fees related to the Ad serving.
11. Strategy. Cars.com reserves sole discretion to revise any strategic planning for Ad Materials as may be required to achieve CMS Deliverables.
12. Custom Material. In the event an Order includes creative services or other content creation by Cars.com and for the benefit of Customer, and creation of such custom content is not governed by a separate Order or written agreement, upon payment in full for all amounts due under such applicable Order, Cars.com conveys and transfers all right, title and interest in and to any custom creative content (“Custom Material”) provided to Customer or completed by Cars.com, its affiliate(s) or its third-party vendor prior to the effective date of termination and pursuant to such Order. For clarification, in no event will Custom Material include any Cars.com Intellectual Property or content created by Cars.com but rejected by Customer for any reason. Cars.com may specify the amounts due for such Custom Material as a “Creative Fee” or other similar line item on the Order. In the event Cars.com creates, produces or delivers any custom creative content which is rejected by Customer, Cars.com shall retain all right, title and ownership in and to the same. Any Custom Material which integrates certain Cars.com Intellectual Property shall remain the property of Cars.com. Upon termination or expiration of the Term and/or relationship with Cars.com, the Customer shall promptly delete all Cars.com Intellectual Property from its systems and notify all subcontractor and/or processors to do the same. At no point does Cars.com grant any rights in its Cars.com Intellectual Property to Customer.
13. Updates to Deliverables. Cars.com may launch new services and products, combine services and products, modify services and products or discontinue services and products for its Customers (“Deliverables Update”). In the event of a Deliverables Update, current Customers who are in good standing may continue to receive the Deliverables under an existing Order, but no new Customers will be eligible to sign up for new terms of the previous Deliverable. Cars.com reserves the right to transition all existing Customers of a service and product to a Deliverable Update upon reasonable notice to the impacted Customers.
14. DISCLAIMER OF LIABILITY FOR DIGITAL ADVERTISING SERVICES. NEITHER CARS.COM NOR ANY OF ITS SERVICE PROVIDERS, EMPLOYEES, OR AGENTS OFFER OR PROVIDE ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THIRD-PARTY ADVERTISING PLATFORMS, AND THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE CUSTOMER’S OBLIGATION TO REIMBURSE CARS.COM FOR DIGITAL ADVERTISING PAYMENTS SHALL NOT BE CONTINGENT OR LIMITED IN ANY WAY AS A RESULT OF THE RESULTS OBTAINED FROM THE USE OF DIGITAL ADVERTISING SERVICES.
15. Dealer Management System. If applicable, Customer will provide Cars.com with information necessary for Cars.com and any agents and contractors working on Cars.com’s behalf to access the Customer DMS and extract Customer information, and Customer represents that such provision is legal and authorized by the relevant DMS provider or any other applicable third-party vendor. Customer expressly consents to Cars.com and its agents and contractors accessing and extracting information from the DMS on an ongoing basis until such consent is revoked with written notice to Cars.com. Subject to Applicable Law, Cars.com will have a reasonable period of time to cause such revocation.
Beta/Pre-Release Products.
1. Beta/Pilot. From time to time, Cars.com may provide a Beta and/or Pilot Programs (the “Beta Program”) to make pre-release software, features, and products (“Beta Products”) available to Customer if Customer opts in to the Beta Program. The Beta Program provisions of this Agreement will only apply to Customer’s use and access to the Beta Products. Cars.com may make Beta Products available to Customer from time to time, provided that DealerRater may modify or discontinue Beta Products at any time for any reason without liability or notice to Customer.
2. DUE TO THE NATURE OF BETA PRODUCTS, CARS.COM PROVIDES ALL BETA PRODUCTS AS-IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND MERCHANTABILITY. Customer acknowledges and agrees that any use of Beta Products will be at its own risk and that Customer has no obligation to use the Beta Products.
3. DUE TO THE NATURE OF BETA PRODUCTS AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEITHER CARS.COM NOR ITS PARENTS, AFFILIATES OR SUBSIDIARIES, THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, SHAREHOLDERS, OR OWNERS WILL BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, AND/OR PUNITIVE DAMAGES, EVEN IF CARS.COM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES FOR CUSTOMER’S PARTICIPATION IN THE BETA PROGRAM AND USE OF THE BETA PRODUCTS. IN NO EVENT WILL CARS.COM’S TOTAL LIABILITY TO CUSTOMER FOR CUSTOMER’S USE OF THE BETA PRODUCTS AND PARTICIPATION IN THE BETA PROGRAM EXCEED THE AMOUNT OF FIVE ($5.00) DOLLARS. THE FOREGOING LIMITATIONS WILL APPLY TO ALL CARS.COM BETA PRODUCTS AND BETA PROGRAMS EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Fees.
1. Approval. Cars.com’s performance under the Agreement is explicitly conditioned upon credit approval of Customer. Cars.com reserves the right, and Customer authorizes Cars.com, to obtain a credit report to determine, in accordance with the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the creditworthiness of the Customer. Customer agrees to pay all fees specified in the Order within 30 days of the date of invoice. Any one-time setup fee is due upon Customer’s execution of the Order. All payments will be made in U.S. Dollars. If payment is made by credit card or ACH, Customer expressly authorizes Cars.com and/or its designated billing vendor to draw items (checks, electronic fund transfers, charge card) for the purpose of paying the fees set forth on the Order. If any fees are not paid to Cars.com by Customer when due, Cars.com may charge and Customer will pay interest on unpaid amounts at the rate of 1.5% per month, or the highest rate permitted by Applicable Law, whichever is less. Customer agrees to pay all of Cars.com’s costs, including attorneys’ fees, incurred in collecting overdue amounts. Customer is further responsible for NSF charges, wire fees, credit card fees and similar costs. Customer will be solely responsible for payment of any taxes applicable to its payment for and/or use of the Deliverables other than taxes on Cars.com’s income. Cars.com reserves the right to increase fees or terminate Deliverable subscriptions with 30 days’ notice to Customer, provided that Customer will have the right to terminate the Agreement in such a case by providing Cars.com with written notice prior to the end of such 30-day period.
2. Co-Op. If Customer requests the assistance of Cars.com in any manufacturer co-op advertising program, Customer remains solely responsible for complying with all terms, conditions, and requirements necessary for reimbursement under such program.
Term and Termination.
1. Term. The “Initial Term” means the period specified on the Order (or if no such period is specified, 12 months), commencing upon delivery or commencement of performance of a Deliverable.
2. Renewal. Upon the expiration of the Initial Term, this Agreement shall automatically renew on a month-to-month basis (each, a “Renewal Term”) until either Party provides at least 30 days’ written notice of termination to the other Party. By way of example, if the Initial Term of the Agreement is 12 months, the earliest the parties may terminate this Agreement is after 13 months (a party may not give 30 days’ notice of termination during the Initial Term). The Initial Term and all Renewal Terms are collectively referred to herein as the “Term”.
3. Suspension. Cars.com reserves the sole right, at its option, to modify, suspend or discontinue any Deliverable at any time upon Customer’s failure to pay any invoice when due or when Customer fails to comply with any of the Policies (“Suspension”). Cars.com reserves the right to immediately terminate this Agreement and any order forms upon Customer’s continued non-payment. Cars.com shall resume Deliverables impacted by Suspension after Customer’s payment of all outstanding invoices pursuant to the payment process as provided by Cars.com. Customer will not receive credits, discounts, or any other modifications to their invoices for the Suspension period for Deliverables received.
4. Termination for Breach. Either Party may terminate this Agreement in the event the other Party is in material breach of this Agreement, including Customer’s failure to comply with Policies (defined below) and such breach is not cured by the breaching Party within 30 days of its receipt of written notice of such breach from Cars.com. This Agreement shall automatically terminate without any action or notice by either Party, and all amounts due to Cars.com under this Agreement shall accelerate and become immediately due and payable, if: (i) Customer commences a voluntary case under Title 11 of the United States Code or the corresponding provisions of any successor laws; (ii) anyone commences an involuntary case against Customer under Title 11 of the United States Code or the corresponding provisions of any successor laws and either (A) the case is not dismissed by midnight at the end of the 60th day after commencement or (B) the court before which the case is pending issues an order for relief or similar order approving the case; (iii) a court of competent jurisdiction appoints, or Customer makes an assignment of all or substantially all of its assets to, a custodian (as that term is defined in Title 11 of the United States Code or the corresponding provisions of any successor laws) for Customer or all or substantially all of its assets; or (iv) Customer fails generally to pay its debts as they become due (unless those debts are subject to a good faith dispute as to liability or amount) or acknowledges in writing that it is unable to do so. To be effective, notice of termination by the Customer must be emailed to pendingservice@cars.com and include the Customer name and product(s) being terminated.
5. Termination for Convenience. If Customer terminates the Agreement without cause prior to the end of Initial Term, then Customer will pay Cars.com a termination fee equal to the remaining outstanding fee for any relevant Deliverable(s) through the end of the Initial Term. To be effective, notice of termination by the Customer must be emailed to pendingservice@cars.com and include the Customer name and product(s) being terminated. Cars.com and Customer may revoke any termination and in this event the Agreement will remain in full force and effect. Customer agrees to reimburse Cars.com for all costs expended or incurred by Cars.com and all charges paid by Cars.com to or irrevocably due from Cars.com to vendors and suppliers. Customer will remain liable to Cars.com for amounts due for any custom content or development (“Custom Material”) provided to Customer or completed by Cars.com or its third-party vendor prior to the effective date of termination. For Orders that contemplate the provision or creation of Custom Material, Cars.com will specify the amounts due for such Custom Material as a separate line item. Customer will pay for such Custom Material within 30 days from receiving an invoice therefore.
Warranties.
1. Cars.com Warranties and Covenants. Cars.com represents and warrants to Customer that: (i) Cars.com has the requisite power and authority to enter into and perform its obligations under this Agreement; and (ii) to the knowledge of Cars.com, nothing in the Deliverables developed by Cars.com infringes or violates any right of any third party. Cars.com covenants to Customer that during the Term it will take reasonable measures to protect the Deliverables from viruses, trojans, worms, or other malicious code.
2. DISCLAIMER OF WARRANTIES REGARDING DELIVERABLES. NEITHER CARS.COM NOR ANY OF ITS SERVICE PROVIDERS, EMPLOYERS, OR AGENTS OFFER OR PROVIDE ANY EXPRESS OR IMPLIED WARRANTY THAT THE DELIVERABLES WILL BE UNINTERRUPTED, ERROR FREE OR WILL PERFORM IN ANY PARTICULAR FASHION, NOR THAT THE DATA PROVIDED WILL BE ACCURATE OR COMPLETE OR THE USE OR PERFORMANCE OF THE PRODUCTS WILL GENERATE ANY PARTICULAR RESULTS, FINANCING OR SALES. NEITHER CARS.COM NOR ANY OF ITS SERVICE PROVIDERS, EMPLOYEES, OR AGENTS OFFER OR PROVIDE ANY EXPRESS OR IMPLIED WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE DELIVERABLES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE DELIVERABLES SHALL BE PERFORMED AND DELIVERED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
3. DISCLAIMER OF WARRANTIES REGARDING THIRD PARTY PRODUCTS. CARS.COM HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIRD-PARTY VENDOR PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER’S WARRANTY. CARS.COM HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY OF ANY WRITTEN MATERIAL, ACCOUNTS, DESCRIPTIONS OR DISCLOSURE BY THIRD PARTIES ON THE SITES.
4. Customer Warranties. Customer represents and warrants to Cars.com that (i) Customer and its users accessing the Site are at least eighteen (18) years of age and, in any event, at least of legal age and with the necessary legal capacity to form a binding contract in your jurisdiction, (ii) all information Customer provides to Cars.com in connection with Customer’s access to and use of the Site is true, accurate, and complete, and that Customer will maintain and routinely update such information to keep it true, accurate, and complete at all times, (iii) any materials, content, data, trademarks, service marks, trade names, logos or symbols provided to or used by Customer, or Cars.com’s exercise of any licenses granted herein shall not (A) infringe upon any copyright, patent, trademark, or other proprietary rights of any third party; (B) or violate any Applicable Law or non-proprietary third-party rights; (iv) any information and data provided by Customer to Cars.com will not constitute false advertising or any other unfair business practice; (v) any information and data provided by Customer to Cars.com will not defame, disparage, or violate the rights of publicity or privacy of any person; (vi) the Customer Content is and shall at all times during the Term be suitable for reproduction and timely delivered to Cars.com in the form specified by Cars.com; (vii) the Customer Content does not contain and shall at no time during the Term contain any material that is unlawful, harmful, fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically, or otherwise objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any Applicable Law; (viii) the materials provided to Cars.com including, without limitation, Customer Content, descriptive claims, warranties, guarantees, nature of business, are true, complete and accurate in all respects; and (iv) all Customer Content has been legally obtained and that Customer has proper authorization and permission to share the Customer Content with Cars.com in compliance with Applicable Law.
Customer Marks, Customer Content and Licensure.
1. Customer Content. Customer shall provide Cars.com, upon reasonable notice, all Customer Content. Customer acknowledges and agrees that the term “Customer Content” shall not refer to or include any text or other content created in whole or in part by Cars.com and that any such content shall be Cars.com Intellectual Property (as defined below).
2. Rights Reserved. Cars.com reserves the right to refuse to include in the Deliverables any Customer Content that Cars.com, in its sole discretion, deems offensive or otherwise inappropriate; provided, however, that Cars.com’s right to refuse to include any Customer Content shall not be deemed to diminish, eliminate, or otherwise modify Customer’s obligations in respect of the Customer Content.
3. License to Customer Content. Customer grants Cars.com a perpetual, non-exclusive, worldwide, royalty-free license to access, edit, store, enhance, modify, adapt, translate, copy, reproduce, distribute, transmit, broadcast, publish, perform and display publicly, prepare derivative works of, and otherwise use the Customer Content in connection with Cars.com’s performance under this Agreement, including with respect to its delivery and performance of the Deliverables.
4. Location Data. To the extent that Customer receives managed services from Cars.com vendor(s) (“Distribution Vendor”) for the publication of its location-related data on multiple directory websites (“Location Data”), Customer grants to Distribution Vendor a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicenses) license to use, reproduce, prepare derivative works of, display and distribute the Location Data for any and all purposes in connection with the provision of such services.
5. Customer Mark. Customer shall provide to Cars.com all trademarks, service marks, trade names, logos, and symbols (“Customer Marks”) that the Customer wishes for Cars.com to incorporate into or use on or in connection with the Deliverables. Customer may provide reasonable written instructions for use of the Customer Marks to Cars.com. Cars.com agrees that it will use the Customer Marks in the form provided by Customer (and, if applicable, the licensors of such Customer Marks) and in a manner that otherwise complies in all material respects with any such instructions provided by the Customer. In the event Customer wishes to modify the form of any Customer Mark or instructions for use thereof, Customer may provide written notice to Cars.com of such modifications, and Cars.com shall thereafter use commercially reasonable efforts to implement such modifications within a commercially reasonable time. Customer hereby grants to Cars.com a perpetual, non-exclusive, worldwide, royalty-free license to use the Customer Marks in connection with its provision of the Deliverables. Cars.com may mention Customer and the relationship between Cars.com and Customer in Cars.com’s marketing collateral, website, and other promotional and marketing materials.
6. License to Feedback. Customer hereby grants and agrees to grant to Cars.com the perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable right and license to use, copy, publicly display, and make derivative works from any ideas, suggestions or other feedback about the Deliverables (or any other Cars.com’s services or products) provided by Customer for any purpose, without payment or other compensation to Customer or any end user, forever and throughout the world.
Compliance with Applicable Law and Policies.
1. Compliance with Applicable Law. Customer covenants to Cars.com that at all times during the Term that (i) Customer has the requisite power and authority to enter into and perform its obligations under this Agreement, (ii) Customer will comply with Applicable Laws and Policies, and (iii) any Customer Content provided to Cars.com does not infringe or violate any right of any third party. Cars.com may suspend or terminate its performance under this Agreement without notice or penalty in the event of Customer’s failure to comply with this Section.
2. Compliance with Policies. Cars.com may provide policies, notices, and/or other documentation on its Sites (“Policies”). Such Policies must be reviewed by the Customer. The Parties understand and acknowledge that the Policies reflect the standard website services package offered by Cars.com. Customer covenants to Cars.com that at all times during the Term, Customer will comply in all material respects with the Policies. Cars.com may suspend or terminate its performance under this Agreement without notice or penalty in the event of Customer’s failure to comply with all Policies.
3. No Unauthorized Access. Subject to the limited license granted herein with respect to the Deliverables, Cars.com grants the Customer a limited license to access and make use of this Site and the content thereof for legitimate purposes. By accessing this Sites, the Customer agrees that it will not use any automated mechanism, which may include but is not limited to such mechanisms as web robots, crawlers or spiders to access, query or otherwise collect information or scrape data from the Sites, and will not use any device or routine that would interfere with the proper working of the Sites. Unless otherwise permitted by Cars.com, any alteration, modification, reproduction, redistribution, retransmission, redisplay or other use of any content in any other manner or for any other purpose constitutes an infringement of Cars.com’s intellectual property and other proprietary rights. The Customer may not reproduce, copy, perform, create derivative works from, republish, upload, post, retransmit, or redistribute in any way whatsoever any content from the Sites or Deliverables, or any other website owned or operated by Cars.com, without the prior written permission of Cars.com. Use of the content or any portion thereof on any other website is expressly prohibited without prior written permission from Cars.com. The Customer shall not remove or modify any copyright notice or trademark legend, author attribution or other notice placed on or contained within the content.
4. Use of User Data. To the extent that Customer agrees to process and safeguard any information relating to an identified or identifiable natural person that is received or processed by Customer on behalf of Cars.com under this Agreement including any information defined as “Personal Data”, “Personal Information”, “Personally Identifiable Information”, or the like under Applicable Laws (collectively “User Data”), Customer shall process such User Data only for purposes for which Cars.com permits access or as set forth in the Agreement, and will agree to execute a Data Processing Addendum (“DPA”) with Cars.com to bind Customer to certain obligations and standards in regards to how Customer must process User Data. Upon execution of the DPA, the parties agree the DPA shall be expressly incorporated into this Agreement.
Indemnification.
1. Customer Indemnification. Customer shall indemnify, defend and hold harmless Cars.com and its directors, officers, contractors, agents, and employees (collectively, “Cars.com Indemnitees”) against any and all claims, actions, damages, judgments, losses, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Damages”) incurred by Cars.com Indemnitees relating to or arising out of any claim or threat of claim related to (i) any third-party claim that the Customer Content or Customer Mark, or any use of the Customer Content or Customer Mark in accordance with this Agreement, infringes or misappropriates any third party’s intellectual property rights, (ii) Customer breaches of Confidentiality, or (iii) any third-party claim based on Customer’s (a) negligence or willful misconduct; (b) use of the Deliverables in a manner not authorized by this Agreement; (c) use of the Deliverables in combination with data, software, hardware, equipment, or technology not provided by Cars.com or authorized by Cars.com in writing; (d) violation of this Agreement; (e) modifications to the Deliverables not made by Cars.com; (f) violation of Applicable Laws or Policies; provided, that Customer may not settle any third-party claim against Cars.com unless Cars.com (in its sole discretion) consents to such settlement, and further provided that Cars.com will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.
2. Cars.com Indemnification. Subject to the limitations set forth in herein, Cars.com shall indemnify, defend and hold harmless Customer and its directors, officers, and employees (“Customer Indemnitees”) against any Damages incurred by Customer Indemnitees, solely to the extent and proportion such Damages arise from any third party claim based on (a) Cars.com’s gross negligence or willful misconduct; (b) Cars.com’s breach of Confidentiality, or (c) Advertising Materials provided by Cars.com for an Ad (and not by Customer or any of its Affiliates and/or Representatives) (“Cars.com Advertising Materials”) that: (i) violate any applicable law, regulation, judicial or administrative action, or the right of a third party (except as directed or approved by Customer); or (ii) are defamatory or obscene.
Intellectual Property.
1. Ownership. As between the Parties, Cars.com or, as applicable, its licensors or successors, shall own the entire, right, title and interest in the Deliverables and any technology developed by it, whether under this Agreement or otherwise, or that it uses to provide the Deliverables, including any software (including all routines and algorithms therein and documentation therefor), code, formulas, website platforms, website pages, page design and layout and associated techniques, CGI or PERL scripting, other works of expression (including literary works, audio works and visual works), inventions, discoveries, processes, methods, compositions, and techniques, and any and all intellectual property rights therein or thereto (the “Cars.com Intellectual Property”). For the avoidance of doubt, the foregoing shall not be deemed to apply to any Customer Marks or Customer Content.
2. Licenses. Upon Cars.com’s timely receipt of any and all fees due and payable by Customer, Cars.com shall grant to Customer, for the Term, a limited, non-exclusive, non-sublicensable, non-transferrable, worldwide, license to use the Cars.com Intellectual Property included in, embodied by or otherwise used to provide the Deliverables (the “Licensed Intellectual Property”) solely for Customer’s own business use in operating the Deliverables in a manner that complies with this Agreement (the “Licensed Purposes”). As to any software included in the Licensed Intellectual Property, Customer’s license thereto shall be limited to the executable form of such software; as to any tangible work of expression included in the Cars.com Intellectual Property, Customer, in its exercise of its license thereto, may not reproduce, transmit, and distribute such Licensed Intellectual Property except as strictly necessary for the Licensed Purposes. This license shall continue for the Term and shall automatically and immediately terminate upon the expiration or termination thereof. This license shall be irrevocable during the Term except as otherwise provided in this Agreement.
3. Prohibited Activities. Cars.com does not provide any implied rights of use or access to the Deliverables or any Cars.com Intellectual Property. Without limiting the foregoing, except to the extent expressly permitted in this Agreement, Customer shall not (i) create derivative works based on the Licensed Intellectual Property; (ii) modify the Licensed Intellectual Property except to update certain modules identified by Cars.com; (iii) operate or attempt to operate any of the Deliverables on a “service bureau” or “timeshare” or “software as a service” basis, provide services on behalf of or as a service to third parties or otherwise provide copies of any of the Deliverables or make any of the Deliverables available to any third parties; (iv) rent, lease, market, or sublicense the Licensed Intellectual Property to third parties, except pursuant to a separate, written distribution agreement with Cars.com; (v) disassemble, decompile or otherwise reverse engineer any of the Deliverables for any purpose, including to gain access to the source code of any such software or accessing any component of software included in the Cars.com Intellectual Property that is not licensed to Customer under this Agreement; or (iv) otherwise use, access, manipulate or modify any of the Deliverables for any purpose not expressly permitted under this Agreement. Customer consents to the use of technological security devices to regulate use of any of the Deliverables and agrees not to attempt to circumvent, reverse-engineer, or duplicate such devices.
4. Revocation for Unlicensed Use. Customer’s use of the Deliverables shall be limited to the usage rights granted herein and subject to the limitations set forth herein. In the event that Customer uses any of the Deliverables or any derivative works thereof at any other time or location, for another person, or otherwise uses any of the Deliverables, or any Cars.com Intellectual Property, for any reasons other than the Licensed Uses, or in the event that Customer owes Cars.com outstanding fees, Cars.com may revoke any and all licenses granted herein and shall be entitled to pursue all remedies under law and equity. Any such revocation shall be effective immediately upon Cars.com’s notice to Customer.
Confidentiality.
1. Confidentiality Obligations. Each Party receiving (the “Receiving Party”) business, technical or financial information hereunder relating to the other Party’s business (including but not limited to non-public information regarding features, functionality and performance of the Deliverables) (“Confidential Information”) from the other Party (the “Disclosing Party”) agrees: (i) to take reasonable precautions (but in any event, no precautions no less stringent than those used to protect its own Confidential Information) to protect such Confidential Information, and (ii) not to use (except in performance of the Deliverables or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by Applicable Law; provided that if a disclosure is required by Applicable Law, the Receiving Party first shall give written notice to the Disclosing Party and made a reasonable effort and allow the Disclosing Party to obtain a protective order. At the end of the Term, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.
2. Rights and Ownerships. Cars.com or its service provider owns and shall own and retain all right, title and interest in and to (a) the Deliverables, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Deliverables or support, (c) any documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Cars.com in the course of performing the Deliverables, and (d) all intellectual property rights related to any of the foregoing.
Limitation of Liability (for all U.S Customers).
1. Limitation of Liability. NEITHER CARS.COM NOR ITS PARENTS, AFFILIATES OR SUBSIDIARIES, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, SHAREHOLDERS, OR OWNERS SHALL BE LIABLE TO THE CUSTOMER IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, FOR ANY:
  1. INJURIES, CLAIMS, LOSSES, EXPENSES OR DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE DELIVERY OR PERFORMANCE OF DELIVERABLES HEREUNDER, FROM ANY CAUSE OR CAUSES INCLUDING BUT NOT LIMITED TO DIRECT DAMAGES, ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHER CAUSE OR CAUSES WHATSOEVER, IN AN AMOUNT IN EXCESS OF THE AGGREGATE AMOUNT PAID BY OR ON BEHALF OF THE CUSTOMER TO CARS.COM UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM;
  2. INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, AND/OR PUNITIVE DAMAGES, EVEN IF CARS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR
  3. LOST PROFITS, LOST REVENUES, LOSS OF PRODUCT, LOSS OF REPLACEMENT POWER, LOST BUSINESS EXPECTANCY, BUSINESS INTERRUPTION LOSSES AND/OR BENEFIT OF THE BARGAIN DAMAGES.
2. CARS.COM SHALL NOT BE LIABLE FOR ANY CLAIMS OR DEMAND AGAINST CUSTOMER BY ANY THIRD PARTY EXCEPT IF OTHERWISE PROVIDED HEREIN. CARS.COM SHALL NOT BE LIABLE FOR THE ACTIONS OF ANY SUB-CONTRACTOR OR AGENT OF CARS.COM.
3. CUSTOMER AGREES THAT NO ACTION AGAINST CARS.COM MAY BE BROUGHT UNLESS THE ACTION IS BROUGHT WITHIN THE LESSER OF: (I) ONE (1) YEAR OF THE DATE OF THE EVENT THAT RESULTED IN THE DAMAGES AND (II) THE SHORTEST LIMIT OF TIME PERMITTED UNDER APPLICABLE LAW.
4. Customer Waiver. FOR ALL U.S CUSTOMERS, CUSTOMER EXPRESSLY WAIVES ANY CLAIM THAT IT MAY HAVE AGAINST CARS.COM BASED ON ANY THIRD-PARTY VENDOR PRODUCT LIABILITY OR INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO ANY THIRD-PARTY VENDOR PRODUCT AND ALSO WAIVES ANY RIGHT TO INDEMNIFICATION FROM CARS.COM AGAINST ANY SUCH CLAIM MADE AGAINST CUSTOMER BY ANOTHER PARTY. CUSTOMER FURTHER EXPRESSLY WAIVES ANY CLAIM THAT IT MAY HAVE AGAINST CARS.COM BASED ON (x) ANY CLAIM THAT THE USE OR PERFORMANCE OF THE PRODUCTS FAILED TO GENERATE ANY PARTICULAR RESULTS OR SALES OR THAT THE PRODUCTS DID NOT PERFORM IN ANY PARTICULAR FASHION WHATSOEVER; or (y) ANY CLAIM RELATING TO OR ARISING OUT OF REVIEWS OR ANY OTHER WRITTEN INFORMATION, STATEMENTS, COMMENTS OR OPINIONS, MATERIAL, ACCOUNTS, DESCRIPTIONS OR DISCLOSURE BY THIRD PARTIES ON THE SITES.
  
  *If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
  
  THE FOREGOING CALIFORNIA WAIVER DOES NOT AFFECT ANY LIABILITY OR LIMITATION OF DAMAGES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, SUCH AS TORTIOUS ACT WHICH IS INTENTIONAL OR THE RESULT OF GROSS NEGLIGENCE.
5. Customer’s Acts or Omissions. If Cars.com’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Cars.com shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
Third Party Services; Claim Your Store.
1. Google Analytics. At Customer’s request, Cars.com may access a Customer’s Google Analytics pursuant to Customer’s express authorization for reporting and analytical purposes. CARS.COM DISCLAIMS AND CUSTOMER EXPRESSLY WAIVES ANY CLAIMS AGAINST CARS.COM IN CONNECTION WITH ALL SUCH ACTIVITIES WITHIN THIS SECTION.
2. Facebook. Facebook advertising may process pixel conversion events from iOS devices using Aggregated Event Measurement in response to the Apple Inc. AppTracking Transparency framework. For purposes of delivery and measurement of the performance of Facebook advertising campaigns via such Aggregated Event Measurement, it may be necessary to verify Customer’s website domain. Customer expressly consents to Cars.com, as its representative, verifying Customer’s domain on its behalf by adding a DNS TXT record or HTML file to such domain. CARS.COM DISCLAIMS AND CUSTOMER EXPRESSLY WAIVES ANY CLAIMS AGAINST CARS.COM IN CONNECTION WITH ALL SUCH ACTIVITIES WITHIN THIS SECTION.
3. Claim Your Store Page. This Section applies if the Customer utilizes the Claim Your Store (“CYS”) page offered by Cars.com. Notwithstanding anything to the contrary, by becoming an approved dealership through the CYS page, the Customer agrees to the following, which is a partial list, in addition to these Terms, of the kinds of activities that are prohibited on or through the use of CYS: (a) submitting content that is patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) engaging in activities or submitting content that could be harmful to minors; (c) engaging in activity or submitting content that harasses or advocates harassment of another person; (d) engaging in activity that involves the transmission of “junk mail” or unsolicited mass mailing or “spam” to Cars.com users or others; (e) engaging in activity or submitting content, or promoting information, that is fraudulent, false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (f) submitting content that contains restricted or password-only access pages, or hidden pages or images; (g) submitting content that displays pornographic or sexually explicit material of any kind; (h) submitting content that provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; (i) using the Site’s lead forms and/or toll-free numbers to advertise or promote products and services to Cars.com advertisers; (j) using any device, software or routine to interfere or attempt to interfere with the proper working of the site; or (k) taking any action that imposes an unreasonable or disproportionately large load on Cars.com’s hardware and software infrastructure.
General Provisions.
1. Independent Contractors. The Parties are independent contractors. Neither Party is an agent, representative, or partner of the other Party, and these Terms shall not be construed as creating a partnership, joint venture or agency relationship or granting a franchise between the Parties. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party.
2. Assignment. Cars.com may assign its rights and duties under these Terms at any time to any party without notice. Customer may not assign this Agreement or any right, interest, or benefit under this Agreement without the prior written consent of Cars.com, whose consent will not be unreasonably withheld. Notwithstanding the foregoing, Customer may assign its rights and responsibilities under this agreement to its parent or an affiliate under common control upon delivery of written notice to Cars.com. This Agreement shall be binding on any and all successors and permitted assigns.
3. Expenses. Except as otherwise specifically provided herein, each Party shall be responsible for its own expenses incurred in performing its obligations hereunder.
4. Force Majeure. Cars.com shall not be liable for any delays in delivery or performance of the Deliverables hereunder due to an act of God, action by any governmental or quasi-governmental agency, fire, flood, earthquake, strike, communicable disease outbreak, outside network difficulties (including, but not limited to, communication line failure), cyberattacks, third-party cyberattacks, or other acts beyond the reasonable control of such Party (a “Force Majeure Event”), and in such an event, the Customer shall be released of its obligation to pay for any Deliverables not delivered or performed as a result of such event. Either Party may terminate this Agreement upon written notice to the other Party in the event that a material failure to deliver or perform Deliverables as a result of a Force Majeure Event continues unremedied for a period of thirty (30) days.
5. Survival. The obligations of the Parties under this Agreement that by their nature would continue beyond the expiration or termination of the Term (including, without limitation, the warranties, indemnification obligations, confidentiality requirements and ownership and property rights) shall survive any such expiration or termination of the Term.
6. Notices. Any and all notices required to be given hereunder shall be made in writing and delivered by overnight courier, facsimile, or e-mail to the following:
  - To Cars.com:
    Cars.com, LLC
    Attn: Legal Department
    300 South Riverside Plaza
    Suite 1000
    Chicago, IL 60606
    USA
    Phone: 312-601-5000
    Fax: 312-601-5755
    Email: legal@cars.com
  - To Customer: address or any other contact information as set forth in the latest Order.
7. Dispute Resolution. Cars.com and the Customer agree that this Section shall be construed and interpreted under the Federal Arbitration Act, 9 U.S.C. Section 1, et. seq. Cars.com and the Customer agree that any and all losses, actions, claims, proceedings, suits, judgments, settlements or liabilities (“Claims”) shall be submitted to final and binding Arbitration, to take place within and subject to the laws of Cook County in the the State of Illinois, before the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules (www.adr.org/commercial) (“AAA Rules”). Customer agrees that Claims submitted to arbitration shall be decided in a single arbitration before a single arbitrator who must be on the AAA National Roster of Commercial Arbitrators and selected in accordance with the AAA Rules. The arbitrator shall have the authority to award the same damages, including reasonable attorney’s fees, and all other relief that a court can award. Customer acknowledges and agrees that Customer voluntarily and knowingly entered into these Terms and chose to use the Site or accept the Deliverables rather than companies that offer similar services and who may not have an arbitration agreement.
8. WAIVER OF CLASS ACTION. CARS.COM AND THE CUSTOMER AGREE THAT ANY DISPUTES, CLAIMS AND/OR CAUSES OF ACTION ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS AND CONDITIONS OR THEIR ACCESS TO AND USE OF THE SITE AND/OR ITS PRODUCTS OR SERVICES MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY AND IN THE NAME OF AN INDIVIDUAL PERSON OR ENTITY AND THAT SUCH CLAIMS MUST PROCEED ON AN INDIVIDUAL AND NON-CLASS AND NON-REPRESENTATIVE BASIS. CARS.COM AND THE CUSTOMER AGREE THAT ANY SUCH CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED IN THE SAME CLAIM UNLESS ARISING FROM THE SAME TRANSACTION.
9. International Access. The Sites and Deliverables are provided from the United States of America and Canada. The laws of other countries may differ regarding the access and use of the Sites or the Deliverables. Cars.com makes no representations regarding whether the Sites, the Deliverables, or your access or use of the Sites or Deliverables complies with Applicable Laws of any country other than the United States of America or Canada. The export and re-export of software products are controlled by the United States Export Administration Regulations, and such software may not be exported or re-exported to certain designated countries, or any country to which the United States embargoes goods. In addition, Cars.com software may not be distributed to certain designated persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals. If the Customer uses or accesses the Sites or the Deliverables outside of the United States of America or Canada, it is the Customer’s responsibility to ensure that its use complies with all Applicable Law and, without limiting the generality of its obligations under the indemnity provisions in these Terms, Customer shall indemnify, defend and hold the Cars.com Indemnitees harmless from any Damages arising out of Customer’s use or access of any of the Sites or Deliverables outside of the United States of America and Canada.
10. Waiver. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
11. Severability; Blue Pencil. No provision of this Agreement shall be deemed unenforceable if it is subject to an interpretation that would render it enforceable. If a court of competent jurisdiction finds that any provision of this Agreement is unenforceable, in whole or in part, (a) such a finding will not disturb the validity and enforceability of the remaining provisions of this Agreement, and (b) the court shall have the authority to modify and/or “blue pencil” this Agreement in order to render it enforceable and to effect the original intent of the Parties to the fullest extent permitted by Applicable Law.

Effective Date: August 5, 2024